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rusha20181031_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): October 31, 2018

 

 

Rush Enterprises, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

(State or other jurisdiction

of incorporation)

0-20797

(Commission File Number)

74-1733016

(IRS Employer Identification No.)
     

555 IH-35 South, Suite 500

New Braunfels, Texas

(Address of principal executive offices)

  

78130

(Zip Code)

 

Registrant’s telephone number, including area code: (830) 302-5200

 

Not Applicable
                                                                                               
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

 

Item 8.01       Other Events.

 

On October 31, 2018, Rush Enterprises, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to an aggregate of $150 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share. The new stock repurchase program replaces the Company’s previous $75 million stock repurchase program that was terminated effective October 31, 2018.

 

A copy of the press release announcing the new stock repurchase program is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

Item 9.01        Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.     Description

 

99.1      Rush Enterprises, Inc. press release dated October 31, 2018. 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

RUSH ENTERPRISES, INC.

 

 

 

 

 

Dated: October 31, 2018 

By:

/s/ Michael Goldstone     

 

 

 

Michael Goldstone

 

 

 

Vice President, General Counsel and Corporate Secretary

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

  

Description
     

99.1

  

Rush Enterprises, Inc. press release dated October 31, 2018. 

 

 

ex_127193.htm

Exhibit 99.1

 

 

Contact:

 

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

kellers@rushenterprises.com

 

 

RUSH ENTERPRISES, INC. ADOPTS $150 MILLION STOCK REPURCHASE PROGRAM

 

SAN ANTONIO, Texas, October 31, 2018 (GLOBE NEWSWIRE) -- Rush Enterprises, Inc. (Nasdaq:RUSHA) (Nasdaq:RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that its Board of Directors approved a new stock repurchase program authorizing the Company to repurchase, from time to time, up to an aggregate of $150 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share.

 

“I am excited to announce the approval of this new $150 million stock repurchase program. We are confident in our ability to make appropriate investments in our strategic growth initiatives, pursue acquisition opportunities and generate positive free cash flow in all cycles of the truck market. Our commitment to executing on our previously announced capital allocation strategy is reflected in the approval of this new stock repurchase program, which is materially larger than any of our previous stock repurchase programs, and the decision we made earlier this year to begin issuing a quarterly dividend,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of the Company.

 

This new stock repurchase program replaces the Company’s prior stock repurchase program, which the Company originally announced on November 30, 2017 as a $40 million stock repurchase program, and subsequently increased to $75 million on March 8, 2018. As of October 31, 2018, the Company had repurchased $61.7 million of its shares of common stock under the prior stock repurchase program, which was scheduled to expire on November 29, 2018 and is terminated effective October 31, 2018.   

 

Repurchases under the new stock repurchase program will be made at times and in amounts as the Company deems appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the new stock repurchase program will be determined by management in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The new stock repurchase program expires on December 31, 2019, and may be suspended or discontinued at any time.

 

About Rush Enterprises, Inc.

 

Rush Enterprises, Inc. is the premier solutions provider to the commercial vehicle industry. The Company owns and operates Rush Truck Centers, the largest network of commercial vehicle dealerships in the United States. These vehicle centers, strategically located in high traffic areas on or near major highways throughout the United States, represent truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, IC Bus and Blue Bird. They offer an integrated approach to meeting customer needs — from sales of new and used vehicles to aftermarket parts, service and body shop operations plus financing, insurance, leasing and rental. Rush Enterprises' operations also provide vehicle up-fitting, CNG fuel systems and vehicle telematics products. For more information, please visit www.rushenterprises.com.